Asteroid Asset Store Developer Distribution Agreement

Effective as of 1st January 2019

Definitions

Authorized Provider: An entity authorized to receive a distribution fee for Products that are sold to users of Devices.

Brand Features: The trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.

Developer or You: Any person or company who provides Products for distribution through Asteroid Asset Store in accordance with the terms of this Agreement.

Developer Account: A publishing account issued to a Developer in connection with the distribution of Developer Products via Asteroid Asset Store.

Device: Any device that can access Asteroid Asset Store.

Asteroid: Asteroid Technologies Inc, 404 Bryant Street, San Francisco, CA. Asteroid may update the Asteroid entities and their addresses from time to time.

Asteroid Asset Store: The software and services, including the Asteroid Asset Console, which allows Developers to distribute Products to users of Devices.

Intellectual Property Rights: All patent rights, copyrights, trademark rights, rights in trade secrets, database rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

Payment Account: A financial account issued by a Payment Processor to a Developer that authorizes the Payment Processor to collect and remit payments on the Developer’s behalf for Products sold via Asteroid Asset Store. Asteroid Asset Developers must be approved by a Payment Processor for a Payment Account and maintain their account in good standing to charge for Products distributed via the Asteroid Asset Store.

Payment Processor(s): The entity authorized by Asteroid to provide services that enable Developers with Payment Accounts to be paid for Products distributed via Asteroid Asset Store.

Asteroid Asset Console: The Asteroid Asset Store Console and other online tools or services provided by Asteroid to developers at http://asteroid.zone, as may be updated from time to time.

Products: Software, content, digital materials, and other items and services as made available by Developers via the Asteroid Asset Console.

Tax: Any Federal, state, or local sales, use, value added, goods and services, or other similar transaction taxes. This term excludes telecommunication taxes and similar tax types, property taxes, and taxes based on Your income, including income, franchise, business and occupation, and other similar tax types.

Introduction

Developers can distribute Products for Devices via Asteroid Asset Store. In order to distribute Products via Asteroid Asset Store, you must acquire and maintain a valid Developer Account.

If you want to charge a fee for your Products, you must also acquire and maintain a valid Payment Account from an authorized Payment Processor.

Accepting this Agreement

This agreement (“Agreement”) forms a legally binding contract between You and Asteroid in relation to Your use of Asteroid Asset Store to distribute Products. You are contracting with the applicable Asteroid entity based on where You have selected to distribute Your Product (as set forth here). You acknowledge that Asteroid will, solely at Your direction, display and make Your Products available for viewing, download, and purchase by users. In order to use Asteroid Asset Store to distribute Products, You accept this Agreement and will provide and maintain complete and accurate information in the Asteroid Asset Console.

Asteroid will not permit the distribution of Your Products through Asteroid Asset Store, and You may not accept the Agreement, unless You are verified as a Developer in good standing.

If You are agreeing to be bound by this Agreement on behalf of Your employer or other entity, You represent and warrant that You have full legal authority to bind Your employer or such entity to this Agreement. If You do not have the requisite authority, You may not accept the Agreement or use Asteroid Asset Store on behalf of Your employer or other entity.

Pricing, Payments, and Taxes

If the Product is free, You will not be charged a Transaction Fee. To avoid unexpected fees for users, You agree that Products that were initially offered free of charge to users will remain free of charge. Any additional charges will correlate with an alternative or supplemental version of the Product.

This Agreement covers both Products that users can access for free and Products that users pay a fee to access. In order for a fee to be charged for Your Products and to be paid for Products distributed via Asteroid Asset Store, You must have a valid Payment Account under a separate agreement with a Payment Processor, be approved by a Payment Processor for a Payment Account, and maintain that account in good standing, and have been alerted by and received agreement from Asteroid that it is now supporting payments. If there is a conflict between Your Payment Processor agreement and this Agreement, the terms of this Agreement will apply.

Products are displayed to users at prices You establish in Your sole discretion. If Asteroid believes that Taxes may be owed by You or Asteroid on the sale of Products, You grant Asteroid permission to include any such Taxes in the price charged to users. You may set the price for Your Products in the currencies permitted by the Payment Processor. Asteroid may display the price of Products to users in their native currency, but Asteroid is not responsible to You for the accuracy of currency rates or currency conversion.

You are the merchant of record for Products You sell or make available via Asteroid Asset Store to all other users. The price You set for Products will determine the amount of payment You will receive. A “Transaction Fee”, as set forth here and as may be revised by Asteroid from time to time, will be charged on the sales price and apportioned to the Payment Processor and, if one exists, the Authorized Provider. The remainder (sales price less Transaction Fee, and less the amount equal to any Withholding Taxes) will be remitted to you. The “Transaction Fee” is set forth http://asteroid.zone/store/upload and may be revised by Asteroid from time to time. You are responsible for providing any applicable tax residency certificates to Asteroid. If Asteroid or its service provider does not receive such documentation, Asteroid will withhold at the domestic withholding tax rate.

Asteroid may update the countries/territories where it will determine and remit the Taxes with notice to You. In all other countries/territories, You are responsible for determining if a Product is taxable, the applicable rate of Tax to be collected, and for remitting the Taxes to the appropriate taxing authority. All Taxes will be deducted from the sales price of Products sold and the remainder (sales price less Transaction Fee and Taxes, if any) will be remitted to You. Where Asteroid collects and remits Taxes in applicable countries/territories, You and Asteroid will recognize a supply from You to Asteroid for Tax purposes, and You will comply with the relevant Tax obligations arising from this additional supply. Where either Asteroid, the Payment Processor, or the Authorized Provider is required by applicable (local) legislation to withhold any taxes (“Withholding Taxes”) on payments made or received by any of them, Asteroid will also deduct an amount equal to such Withholding Taxes from the sales price. Withholding Taxes include, but are not limited to, withholding tax obligations on cross-border payments or imposed by telecommunications taxes.

Developer is responsible for determining if a Product is taxable and the applicable tax rate for the Payment Processor to collect for each taxing jurisdiction where Products are sold. Developer is responsible for remitting taxes to the appropriate taxing authority. Where Asteroid, or the Payment Processor s required by applicable (local) legislation to determine, apply and pay the applicable tax rate, Asteroid and the Payment Processor (and not Developer) will be responsible for applying and collecting and remitting the taxes to the appropriate taxing authority. If Asteroid collects and remits value added taxes on customer payments (where required of Asteroid by applicable local law) and this remittance fulfills the applicable requirements for value added taxes on those customer payments, such taxes will not be passed on to Developer by Asteroid. Where Asteroid is required to collect and remit taxes as described in this section, Developer and Asteroid will recognize a supply from Developer to Asteroid for tax purposes, and developer will comply with the relevant tax obligations arising from this additional supply.

You may also choose to distribute Products for free. If the Product is free, you will not be charged a Transaction Fee. You may not start charging a user for a Product that was initially free unless the charge correlates with an alternative version of the Product. The Payment Processor must process all fees a Developer receives for any version of a Product distributed via the Asteroid Asset Store.

Authority to Refund. You authorize Asteroid to give users refunds in accordance with the Asteroid Asset Store refund policies as located http://asteroid.zone/store/ or the local versions made available to You. Further Asteroid may give the buyer a full refund of the price of a Product or in-app transaction on your behalf if the buyer requests the refund at any time after purchase. In all other respects, the Payment Processor’s standard terms and conditions regarding refunds will apply. User refunds may be exclusive of taxes previously charged to users for Product purchases. Except in cases when multiple disputes are initiated by a user, billing disputes for Products sold for less than $10 USD or equivalent in local currently, and any handling fees charged by the Payment Processor, may be automatically charged back to the Developer except in cases when Asteroid determines in its sole discretion that the user initiating the dispute has an abnormal dispute history. Chargeback requests for Products $10 USD or the equivalent in local currency or more will be handled in accordance with the Payment Processor’s standard policy.

Reinstalls. Users are allowed unlimited reinstalls of each Product distributed via Asteroid Asset Store without any additional fee, provided however, that if You remove a Product from Asteroid Asset Store due to a Legal Takedown (as defined in Section 8.2), those Product(s) will be removed from all portions of Asteroid Asset Store and users will no longer have a right or ability to reinstall the affected Products.

Use of Asteroid Asset Store by You

You and Your Product(s) must adhere to the developer program policies, if any, as provided by Asteroid (“Developer Program Polcies”).

You are responsible for uploading Your Products to Asteroid Asset Store, providing required Product information and support to users, and accurately disclosing the permissions necessary for the Product to function on user Devices.

You are responsible for maintaining the confidentiality of any developer credentials that Asteroid may issue to You or which You may choose Yourself and You are solely responsible for all Products that are developed under Your developer credentials. Asteroid may limit the number of Developer Accounts issued to You or to the company or organization You work for.

Except for the license rights granted by You in this Agreement, Asteroid agrees that it obtains no right, title, or interest from You (or Your licensors) under this Agreement in or to any of Your Products, including any Intellectual Property Rights in those Products.

You agree to use Asteroid Asset Store only for purposes that are permitted by this Agreement and any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

Users are instructed to contact You concerning any defects or performance issues in Your Products. As between You and Asteroid, You will be solely responsible, and Asteroid will have no responsibility, to undertake or handle support and maintenance of Your Products and any complaints about Your Products. You agree to supply and maintain valid and accurate contact information that will be displayed in each of Your Products’ detail page and made available to users for customer support and legal purposes. For Your paid Products or in-app transactions, You agree to respond to customer support inquiries within 3 business days, and within 24 hours to any support or Product concerns stated to be urgent by Asteroid. Failure to provide adequate information or support for Your Products may result in less prominent Product exposure or removal from Asteroid Asset Store by Asteroid and may result in low Product ratings, lower sales, and billing disputes by users.

You agree that if You make Your Products available through Asteroid Asset Store, You will protect the privacy and legal rights of users. If the users provide You with, or Your Product accesses or uses, usernames, passwords, or other login information or personal information, You agree to make the users aware that the information will be available to Your Product, and You agree to provide legally adequate privacy notice and protection for those users. Further, Your Product may only use that information for the limited purposes for which the user has given You permission to do so. If Your Product stores personal or sensitive information provided by users, You agree to do so securely and only for as long as it is needed. However, if the user has opted into a separate agreement with You that allows You or Your Product to store or use personal or sensitive information directly related to Your Product (not including other products or applications), then the terms of that separate agreement will govern Your use of such information. If the user provides Your Product with account information provided by Asteroid (“Asteroid Account information”), Your Product may only use that information to access the user’s Asteroid Account when, and for the limited purposes for which, the user has given You permission to do so.

You will not engage in any activity with Asteroid Asset Store, including making Your Products available via Asteroid Asset Store, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, Asteroid or any Authorized Provider. You may not use user information obtained via Asteroid Asset Store to sell or distribute Products outside of Asteroid Asset Store.

You are solely responsible for, and Asteroid has no responsibility to You for, Your Products, including use of any Asteroid Asset Store APIs and for the consequences of Your actions, including any loss or damage which Asteroid may suffer.

Asteroid Asset Store allows users to rate and review Products. Only users who download the applicable Product will be able to rate and review it on Asteroid Asset Store. Product ratings may be used to determine the placement of Products on Asteroid Asset Store. Asteroid Asset Store may also assign You a composite score for any of Your Products that has not received user ratings. A composite score will be a representation of the quality of Your Product based on Your history and will be determined at Asteroid’s sole discretion. For new Developers without Product history, Asteroid may use or publish performance measurements such as uninstall and/or refund rates to identify or remove Products that are not meeting acceptable standards, as determined by Asteroid. Asteroid reserves the right to display Products to users in a manner that will be determined at Asteroid’s sole discretion. Your Products may be subject to user ratings to which You may not agree. You may contact Asteroid if You have any questions or concerns regarding such ratings.

Marketing Your Product. You will be responsible for uploading your Products to Asteroid Asset Store, providing required Product information and support to users, and accurately disclosing the security permissions necessary for the Product to function on user Devices. Products that are not uploaded in accordance with this clause will not be published.

Restricted Content. Any Product you distribute via Asteroid Asset Store must adhere to the Developer Program Policies.


License Grants

You grant to Asteroid a nonexclusive, worldwide, and royalty-free license to: reproduce, perform, display, analyze, and use Your Products in connection with (a) the operation and marketing of Asteroid Asset Store, including to grant appropriate commercial use licenses to users that purchase Products through the Asteroid Asset Store; (b) the marketing of devices and services that support the use of the Products; (c) making improvements to Asteroid Asset Store, Asteroid Asset Console, and Android platform; and (d) checking for compliance with this Agreement and the Developer Program Policies.

You grant to Asteroid a nonexclusive and royalty-free license to distribute Your Products in the manner indicated in the Asteroid Asset Console, which shall be a irrevocable, fully paid up, royalty-free license to distribute to any and all users of the Asteroid Asset Store for non-commercial purposes, or commercial purposes if applicable, and as provided by Section 6.4 below.

Asteroid may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this agreement, provided that such consultants and contractors will be subject to the same obligations as Asteroid. After termination of this Agreement, Asteroid will not distribute your Product, but may retain and use copies of the Product for support of Android Asset Store and other aspects of platforms offered by Asteroid.

You grant to the user a nonexclusive, worldwide, and perpetual license to perform, display, and use the Product in perpetuity for non-commercial or commercial purposes as specified.

You represent and warrant that you have all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to the Product. If You use third-party materials, You represent and warrant that you have the right to distribute the third-party material in the Product. You agree that you will not submit material to the Android Asset Store that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit the material.


Brand Features and Publicity

Each party will own all right, title, and interest, including, without limitation, all Intellectual Property Rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither party grants, nor will the other party acquire, any right, title, or interest (including, without limitation, any implied license) in or to any Brand Features of the other party.

In addition to the license granted in Section 5.2 above, for purposes of marketing the presence, distribution, and sale of Your Product via Asteroid Asset Store and its availability for use on devices and through other Asteroid services, Asteroid and its affiliates may include visual elements from Your Product (including characters and videos of functionality) (a) within Asteroid Asset Store and in any Asteroid-owned online or mobile properties; (b) in online, mobile, television, out of home (e.g. billboard), and print advertising formats outside Asteroid Asset Store; (c) when making announcements of the availability of the Product; (d) in presentations; and (e) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on Asteroid websites).

Product Takedowns

You may remove Your Products from future distribution via Asteroid Asset Store at any time, but You agree to comply with this Agreement and the Payment Processor’s Payment Account terms of service for any Products distributed via Asteroid Asset Store prior to removal including, but not limited to, refund requirements. Removing Your Products from future distribution via Asteroid Asset Store does not (a) affect the license rights of users who have previously purchased or downloaded Your Products; (b) remove Your Products from Devices or from any part of Asteroid Asset Store where previously purchased or downloaded applications are stored on behalf of users; or (c) change Your obligation to deliver or support Products or services that have been previously purchased or downloaded by users.

Notwithstanding Section 7.1, in no event will Asteroid maintain on any portion of Asteroid Asset Store (including, without limitation, the part of Asteroid Asset Store where previously purchased or downloaded applications are stored on behalf of users) any Product that You have removed from Asteroid Asset Store and provided written notice to Asteroid that such removal was due to (a) an allegation of infringement, or actual infringement, of any third party Intellectual Property Right; (b) an allegation of, or actual violation of, third party rights; or (c) an allegation or determination that such Product does not comply with applicable law (collectively “Legal Takedowns”). If a Product is removed from Asteroid Asset Store due to a Legal Takedown and an end user purchased such Product within a year before the date of takedown, at Asteroid’s request, You agree to refund to the end user all amounts paid by such end user for such Product.

Asteroid does not undertake an obligation to monitor the Products or their content. If Asteroid becomes aware and determines in its sole discretion that a Product or any portion thereof (a) violates any applicable law; (b) violates this Agreement, applicable policies, or other terms of service, as may be updated by Asteroid from time to time in its sole discretion; (c) violates terms of distribution agreement with device manufacturers and Authorized Providers; or (d) creates liability for or has an adverse impact on Asteroid or Authorized Providers; then Asteroid may reject, remove, suspend, or reclassify the Product from Asteroid Asset Store or from Devices. Asteroid reserves the right, at its sole discretion, to suspend and/or bar any Product and/or Developer from Asteroid Asset Store or from Devices. If Your Product contains elements that could cause serious harm to user devices or data, Asteroid may at its discretion disable the Product or remove it from Devices on which it has been installed. If Your Product is rejected, removed, or suspended from Asteroid Asset Store or from Devices pursuant to this Section 7.3, then Asteroid may withhold payments due to Developer.

Privacy and Information

Any data collected or used pursuant to this Agreement is in accordance with Asteroid’s Privacy Policy available at http://asteroid.zone/privacy_policy.

In order to continually innovate and improve Asteroid Asset Store, related products and services, and the user and Developer experience across Asteroid products and services, Asteroid may collect certain usage statistics from Asteroid Asset Store and Devices including, but not limited to, information on how the Product, Asteroid Asset Store, and Devices are being used.

The data collected is used in the aggregate to improve Asteroid Asset Store, related products and services, and the user and Developer experience across Asteroid products and services. Developers have access to certain data collected by Asteroid via the Asteroid Asset Console.

Terminating this Agreement

This Agreement will continue to apply until terminated, subject to the terms that survive pursuant to Section 15.9, by either You or Asteroid as set forth below.

If You want to terminate this Agreement, You will unpublish all of Your Products and cease Your use of the Asteroid Asset Console and any relevant developer credentials.

Asteroid may terminate this Agreement with You for any reason with thirty (30) days prior written notice. In addition, Asteroid may, at any time, immediately suspend or terminate this Agreement with You if (a) You have breached any provision of this Agreement, any non-disclosure agreement, or other agreement relating to Asteroid Asset Store or the Android platform; (b) Asteroid is required to do so by law; (c) You cease being an authorized developer, a developer in good standing, or are barred from using Android software; or (d) Asteroid decides to no longer provide Asteroid Asset Store.

After termination of this Agreement, Asteroid will not distribute Your Product, but may retain and use copies of the Product for support of Asteroid Asset Store and the Android platform.

Representations and Warranties

You represent and warrant that You have all Intellectual Property Rights in and to Your Product(s).

If You use third-party materials, You represent and warrant that You have the right to distribute the third-party material in the Product. You agree that You will not submit material to Asteroid Asset Store that is subject to third party Intellectual Property Rights unless You are the owner of such rights or have permission from their rightful owner to submit the material.

You represent and warrant that You and Your Product(s) will comply with all applicable laws.

DISCLAIMER OF WARRANTIES

YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOUR USE OF THE ASTEROID ASSET STORE IS AT YOUR SOLE RISK AND THAT THE ASTEROID ASSET CONSOLE AND ASTEROID ASSET STORE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

YOUR USE OF THE ASTEROID ASSET CONSOLE AND ASTEROID ASSET STORE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ASTEROID ASSET CONSOLE AND ASTEROID ASSET STORE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

ASTEROID FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT ASTEROID, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT ASTEROID OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Indemnification

To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless Asteroid, its affiliates, and their respective directors, officers, employees and agents, and Authorized Providers from and against any and all third party claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or accruing from (a) Your use of the Asteroid Asset Console and Asteroid Asset Store in violation of this Agreement; (b) infringement or violation by Your Product(s) of any Intellectual Property Right or any other right of any person; or (c) You or Your Product(s)’ violation of any law.

To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless the applicable Payment Processors (which may include Asteroid and/or third parties) and the Payment Processors’ affiliates, directors, officers, employees, and agents from and against any and all third party claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or accruing from Your distribution of Products via Asteroid Asset Store.

Changes to the Agreement.

Asteroid may make changes to this Agreement at any time with notice to Developer and the opportunity to decline further use of Asteroid Asset Store. You should look at the Agreement and check for notice of any changes regularly.

Changes will not be retroactive. They will become effective, and will be deemed accepted by Developer, (a) immediately for those who become Developers after the notification is posted; or (b) for pre-existing Developers, on the date specified in the notice, which will be no sooner than 30 days after the changes are posted (except changes required by law which will be effective immediately).

If You do not agree with the modifications to the Agreement, You may terminate Your use of Asteroid Asset Store, which will be Your sole and exclusive remedy. You agree that Your continued use of Asteroid Asset Store constitutes Your agreement to the modified terms of this Agreement.

General Legal Terms

This Agreement, including any addenda You may have agreed to separately, constitutes the entire legal agreement between You and Asteroid and governs Your use of Asteroid Asset Store and completely replaces any prior agreements between You and Asteroid in relation to Asteroid Asset Store. The English language version of this Agreement will control and translations, if any, are non-binding and for reference only.

You agree that if Asteroid does not exercise or enforce any legal right or remedy contained in this Agreement (or which Asteroid has the benefit of under any applicable law), this will not be taken to be a formal waiver of Asteroid’s rights and that those rights or remedies will still be available to Asteroid.

If any court of law having the jurisdiction to decide on this matter rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

You acknowledge and agree that each member of the group of companies comprising Asteroid will be third party beneficiaries to this Agreement and that such other companies will be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be third party beneficiaries to this Agreement.

PRODUCTS ON ASTEROID ASSET STORE MAY BE SUBJECT TO UNITED STATES AND OTHER JURISDICTIONS EXPORT LAWS AND REGULATIONS. YOU AGREE TO COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF PRODUCTS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS, AND END USE.

Except in the case of a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction), the rights granted in this Agreement may not be assigned or transferred by either You or Asteroid without the prior approval of the other party. Any other attempt to assign is void.

If You experience a change of control, Asteroid may, at its discretion, elect to immediately terminate this Agreement.

All claims arising out of or relating to this Agreement or Your relationship with Asteroid under this Agreement will be governed by the laws of the State of California. You and Asteroid further agree to submit to the exclusive jurisdiction of the federal or state courts located within the county of San Francisco to resolve any legal matter arising from or relating to this Agreement or Your relationship with Asteroid under this Agreement, except that You agree that Asteroid will be allowed to apply for injunctive relief in any jurisdiction. If You are accepting the Agreement on behalf of a United States government entity, then the following applies instead of the foregoing: the parties agree to remain silent regarding governing law and venue.

All sections which by their nature are intended to survive this Agreement shall do so.